Suryaamba Spinning Mills Ltd Directors Report

To,

The Members,

suryaamba Spinning Mills Limited,

CIN :- L18100TG2007PLC053831

Dear Members,

Your directors take pleasure to present the Boards Report in line with the Companies Act, 2013 ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this report presents the Audited financial results and other developments in respect of the Company during the financial year ended on March 31, 2025 ("FY25"/ "Financial Year").

1. Financial Highlights

The Companys financial performance for the financial year ended March 31, 2025:

	Year ended March 31, 2025	Year ended March 31, 2024
Revenue from operations	21,465.76	21,856.63
Profit before exceptional item and tax	284.97	240.79
Exceptional Item	-	-
Profit before tax but after exceptional item	284.97	240.79
Profit after tax	117.29	175.05
Opening balance in Retained Earnings	4,207.08	4061.33
Closing balance in Retained Earnings	4295.05	4207.08

2. Performance Review

During the year under review, the performance of your Company was influenced by:

• Demand trends in domestic and export textile markets

• Raw material price fluctuations

• Energy and logistic cost variations

• Strategic focus on value-added yarns and sustainable products

The Companys performance has been discussed in detail in the Management Discussion and Analysis Report.

The Company is engaged in the business of Textiles, and there has been no change in the nature of the business of the Company during the financial year ended March 31, 2025.

3. Operational results and the state of the Companys affairs

During the financial year 2024-25, your Company has achieved total income of 321,539.66 Lakhs as against 321,936.82 Lakhs in the financial year 2023- 24, i.e., decline of 1.78%.

The EBIDTA and Net Profit for the financial year 2024-25 is 31,362.14 Lakhs and 3117.29 Lakhs respectively as against EBIDTA and Net Profit of 31448.52 Lakhs and 3175.07 Lakhs respectively in the previous financial year 2023-24, due to unfavorable market conditions.

Domestic revenue relating to FY 2025 is 318,679.45 Lakhs as against the 317,100.13 Lakhs of FY 2024 and Exports relating to FY 2025 is 32,678.43 Lakhs as against the 34,479.02 Lakhs of FY 2024.

4. Material Changes and Commitments

There have been no material changes and commitments affecting the Companys financial position between the end of the financial year and the date of this report other than those which have already been disclosed to the Stock Exchanges.

5. Dividend

During the year under review, the Board has recommended a final dividend of 31/- (Rupees One only) per equity share of 310/- (Rupee Ten only) each [previous year31/- (Rupees One only) per equity share of 310/- (Rupee Ten only) each] for the year ended March 31, 2025. The dividend is subject to approval of shareholders at the ensuing Annual General Meeting ("AGM") and shall be subject to deduction of tax at source. ,

The dividend if approved by the shareholders at the 18thAGM, would involve a cash outflow of 329.32 Lakhs.

The total dividend pay-out for the FY25 is Rs1/-(Rupees One only) per equity share of Rs10/- each [previous year Rs1/- (Rupees One only) per equity share of Rs10/- (Rupee Ten only) each].

The dividend payout is in accordance with the Companys Dividend Distribution Policy, which is available on the Companys website at

https://suryaamba.com/policies.

Your Company is following Dividend Distribution Policy as envisaged under Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The Policy, inter-alia, lays down various parameters relating to declaration/recommendation of dividend.

Dividend Distribution Policy of the Company can be accessed from the website of the Company, http://www.Suryaamba.com/pdf/policy-on-Dividend-

Distribution.pdf.

6. Transfer to Reserves

The Board opted not to propose any transfer to reserve at this time, choosing instead to allocate resources toward opportunities that may foster growth and resilience in the future. The decision reflects a careful consideration of our current needs and a strategic approach.

7. Changes in Capital Structure

During the year under review, there were no changes to the Companys share capital. The paid-up equity share capital of the Company is f2,93,19,440. Throughout the year, the Company did not issue any shares or convertible securities, including sweat equity and stock option plans.

8. Loans, Guarantees and Investments

During the year under review, the Company has not given any loans; neither provided guarantees nor made any investments covered under the provisions of section 186 of the Companies Act, 2013.

9. Public Deposits

The Company did not accept any public deposits during the year under review, as outlined in Chapter V of the Act and the corresponding Rules.

10. Credit Rating

There has been no change in the credit rating, which is disclosed in the Corporate Governance Report, which forms part of this Annual Report.

11. Directors and Key Managerial Personnel

As on March 31, 2025, your Companys Board has six members. This includes three Executive Directors and three Non-Executive Independent Directors, two of them are Women Independent Directors. You can find details about the Board and Committee composition, director tenure, and more in the Corporate Governance Report, which is part of this Annual Report.

During the year, the following were the changes in Directors/Key Managerial Personnel:

1. Shri Nilesh Panpaliya (DIN: 08499844), Non-Executive- Independent Director was re-appointed as Non-Executive- Independent Director of the Company effective from July 03, 2024 for second term and got approved in the Annual General Meeting held on September 28, 2024.

2. Shri Amit Goela (DIN: 01754804), Non-Executive- Independent Director, retired on completion of his second term of appointment and ceased to be the Director effective from August 08, 2024.

3. Shri Gajanan N. Chhawsaria, Chief Financial Officer of the Company was reappointed w.e.f. August 14, 2024 for a term of three years.

4. Dr. Neena Parikh (DIN: 10764347), has been appointed as Non-Executive- Independent Director of the Company w.e.f. September 06, 2024 for a term of five years and got approved in the Annual General Meeting held on September 28, 2024.

Subsequent to the year end and up to the date of the Report, the following were the changes:

1.Shri Mayank Agarwal (DIN: 02749089) is re-appointed as Whole-time Director for a period of five years, effective from August 01, 2025, which shall be subject to approval of the shareholders at the ensuing AGM.

The necessary disclosures required under the Act, the Listing Regulations and SecretarialStandards-2 on General Meetings issued by the Institute of Company Secretaries of India ("ICSI"), for the above-mentioned appointment/re- appointment are provided in the Notice of 18^th AGM of the Company.

12. Declaration by Independent Directors

The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as outlined in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. Additionally, the Independent Directors have declared their compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, regarding their inclusion in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. There have been no changes in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors meet the conditions specified under the Act and the Listing Regulations, and they remain independent of management.

This requirement highlights how important independent directors are for providing unbiased oversight. They help make sure that the Boards decisions are not swayed by management or major shareholders.

-Familiarization Programme for the Independent Directors In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place a Familiarisation Programme for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarization Programme are available on the website of the Company at https://suryaamba.com/policies/

14. Board Performance Evaluation

Board performance evaluation is carried out under a comprehensive Performance Evaluation Programme ("PEP") every year.

PEP is a part of the roles and responsibilities of the Nomination and Remuneration Committee ("NRC"). Every year NRC reviews the performance evaluation criteria for the Board as a whole, the Board committees and individual board members, taking into consideration the SEBI guidelines and the guidance note issued by the ICSI.

12. Declaration by Independent Directors

The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as outlined in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. Additionally, the Independent Directors have declared their compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, regarding their inclusion in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. There have been no changes in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors meet the conditions specified under the Act and the Listing Regulations, and they remain independent of management.

The PEP 2024-25 was conducted through a dual approach:

• Questionnaire Approach wherein a questionnaire for performance evaluation of the Board as a whole, Board committees and individual Board members was circulated seeking input from each Board member, and

• Interaction Approach wherein the Lead Independent Director had one-on-one interactions with each Board member seeking input and suggestions on the effectiveness of the Board processes

The Overview of PEP 2024-25 is as follows:

15. Remuneration Policy and Criteria for Appointment of Directors

The Company has in place a process for selection of any Director, wherein the NRC identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and the Committee also ensures that the incumbent fulfils such criteria with regard to qualifications, positive attributes, independence, age and other criteria as laid down under the Act, Listing Regulations or other applicable laws and the diversity attributes as per the Board Diversity Policy of the Company. The Remuneration policy, inter alia, covers guiding principles and components such as fixed or variable, retiral benefits, commission, etc.

The Remuneration Policy as approved by the Board is available on the website of the Company and can be accessed at https://suryaamba.com/policies.

Information as per Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure -A to this Report. Further, the information pertaining to Rule5(2) & 5(3) of the aforesaid Rules, pertaining to the names and other particulars of employees is available for inspection at the registered office of the Company during business hours and the Annual Report is being sent to the members excluding this. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer either at the Registered/Corporate Office address or by email to cs@suryaamba.com.

16. Board Diversity

Your Company recognises and embraces the importance of a diverse board in its success. The Board has adopted the Board Diversity Policy, which sets out the approach to the diversity of the Board of Directors. The said Policy is available on the Companys website at https://suryaamba.com/policies.

17. Succession Plan

Your company has an effective succession planning mechanism focusing on the orderly succession of Directors, Key Management Personnel and Senior Management. The NRC implements this mechanism in conjunction with the Board.

18. Management Discussion and Analysis

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations is provided in a separate section and forms part of this Annual Report which includes the state of affairs of the Company and there has been no change in the nature of business of the Company during the financial year ended March 31, 2025.

19. Corporate Governance Report

The Corporate Governance Report and the certificate from the Companys auditors, as stipulated in Schedule V of the Listing Regulations, are provided in a separate section which forms part of this Annual Report.

20. Board Meetings

The Board of Directors of the Company met 7 (seven) times during the year under review. The dates of the Board meetings and the attendance of the Directors at the meetings are provided in the Corporate Governance Report, which forms a part of this Annual Report.

21. Committees of the Board

As on March 31, 2025, the Board has 4 (four) Committees. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

22. Related Party Transactions

All the related party transactions are entered on arms length basis, in the ordinary course of business and are incompliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.However, the details of the transactions with Related Parties are provided in the Companys financial statements in accordance with the Accounting Standards. However, the details of the transactions with Related Parties are provided in the Companys finAll Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a half yearly basis, specifying the nature, value and terms and conditions of the transactions.ancial statements in accordance with the Accounting Standards.

The Policy on Related Party Transactions as approved by the Board is available on Companys websit https://www.suryaamba.com/policies.

Your Company has adopted a Related Party Transactions Policy. The Audit Committee reviews this Policy from time to time and also reviews and approves all related party transactions, to ensure that the same are in line with the provisions of applicable law and the Related Party Transactions Policy. The Policy was amended by the Board of Directors to incorporate the new requirements introduced under the SEBI Listing Regulations.

The Audit Committee approves related party transactions and wherever it is not possible to estimate the value, approves limit for the financial year, based on best estimates. All related party transactions entered into during the year were in the ordinary course of the business and on arms length basis. All Related Party Transactions are placed before the Audit Committee for approval. The particulars of material related party transactions, if any, are provided in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 as annexed and forms an integral part of this Report.

There are no material significant related party transactions made by the Company except as disclosed in the Annual Report which may have potential conflict with the interest of the Company during the year by your Company. Further, suitable disclosures as required under the Accounting Standards have been made to the notes of the Financial Statements.

The Board has approved the Policy of the Related Party Transactions, as approved by the Board, is available on the website of the Company at https://www.suryaamba.com/policies.

As required under Section 134(3)(h) of the Act, details of transactions entered with related parties under the Act are given in Form AOC-2, provided as Annexure - B to this Report.

23. Board Policies

The various policies that the Board has approved and adopted in accordance with the requirements set forth by the Act and the SEBI Listing Regulations can be accessed at our website https://www.suryaamba.com/policies.

24. Internal Controls and Internal Financial Controls

The management team recognises that robust internal controls are foundational to sound governance. Actions derived from consensus-based business strategies should operate within a structured system of oversight and balance. The leadership is dedicated to maintaining an internal control environment proportionate to the businesss scale and intricacy. This environment is designed to ensure adherence to internal protocols, compliance with pertinent laws and regulations, and the integrity and precision of financial records. It also aims to bolster operational efficiency, safeguard company assets, and aid in preventing and detecting fraud, inaccuracies, and anomalies, thereby substantially mitigating risk exposure.

The Company has established a comprehensive internal controls framework. This framework encompasses an array of policies, procedures, and mechanisms that are pivotal in augmenting operational efficiency and effectiveness, curtailing risks and expenditures, and fostering enhanced decision-making and accountability. The internal financial controls framework, an integral component of the broader internal controls system, is pivotal in guaranteeing the dependability and precision of financial reporting. This framework facilitates the meticulous preparation of financial statements by generally accepted accounting standards.

25. Whistle-blower Policy/Vigil Mechanism

At Suryaamba, we are dedicated to upholding high standards of professional integrity and ethical conduct in all our business dealings. This Code mandates that our employees embody the Companys core values and engage in business activities with integrity and the utmost ethical standards. Through our Whistleblower Policy, management proactively works to avert any actions that deviate from this Code. This policy establishes a protected avenue for employees to report any infractions of the Code responsibly. The board sanctioned Whistleblower policy is accessible on our website at https://suryaamba.com/policies. For more in-depth information regarding the Companys Vigil Mechanism, please refer to the Corporate Governance Report included within this Annual Report.

26.Risk Management

Risk Management is a basic key to ensure sustained profitability and stability and also forms an integral and important component of Corporate Governance. The Company has the Risk Management Policy in place which identifies elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. The objective of the Policy is to develop a risk intelligent culture which drives informed decision making and builds resilience to adverse developments while ensuring that opportunities are exploited to create value for all stakeholders.

The Board / Management puts in place adequate and effective system and resources for the purposes of risk management. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. Suryaamba believes that a robust risk management system ensures adequate control and monitoring mechanism for a smooth and efficient running of the business. A risk-aware organization is better equipped to maximize the shareholders value. The Companys future growth is linked to general economic conditions prevailing in the market.

The details of the Financial Risk Management, its objectives and policies are set out in "Note 34B" to the Financial Statements of the Company.

The Company has a robust Enterprise Risk Management (ERM) framework that enables it to strategically take calculated risks to remain competitive and drive growth, while simultaneously mitigating other risks to ensure long term sustainability and stable performance.

In line with this, the Board has endorsed a comprehensive Risk Management Policy,

a synopsis of which can be accessed on our website at https://suryaamba.com/policies.

27.Auditors Statutory Auditors

Disclosing the details of the Statutory Auditors in the Boards Report helps ensure transparency and gives shareholders and other stakeholders confidence in the Companys financial health and adherence to regulations.

M/s Manish N. Jain & Co., Chartered Accountants, (Firms Registration. No. 138430W), were appointed as the Statutory Auditors of the Company for a period of 5 (five) years at the 13^th AGM of the Company to hold office till the conclusion of the 18^thAGM of the Company.

The Auditors Report for the financial year 2024-25 has been issued with an unmodified opinion.

Secretarial Auditors

The Secretarial Audit verifies whether the Company follows various laws and regulations, strengthening its compliance efforts. The Board is responsible for responding to any issues raised in the audit report, which shows its commitment to making necessary changes and maintaining high compliance standards.

The Board had appointed Aarju Agrawal & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2025. The Secretarial Audit Report in the Form No. MR-3 for the year is provided as Annexure - C to this Report.

Pursuant to the amended provisions of Regulation 24A of the SEBI (LODR) Regulations and Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors at their respective meetings held on May 30, 2025 have approved and recommended for approval of Members, appointment of Aarju Agrawal & Associates, Company Secretaries, as Secretarial

Auditor to conduct the Secretarial Audit of the Company for a term of upto 5(Five) consecutive years, to hold office from financial year 2025-26 till financial year 2029-30. Accordingly, a Resolution seeking Members approval is included at item No. 5 of the notice convening the Annual General Meeting.

A detailed proposal for appointment of Secretarial auditor forms part of the Notice convening this AGM.

Cost Auditors

Sharing information about the Cost Auditors in the Boards Report promotes transparency and accountability in the Companys cost accounting practices and the accuracy of cost records. This disclosure shows that the Company meets legal requirements and helps stakeholders understand how it manages costs.

Your Board has appointed M/s G. R. Paliwal, Cost Accountants (Firms Registration No. 100058) as Cost Auditor of the Company for conducting Cost Audit in respect of Textiles of the Company for the FY25.

The Company has maintained the Cost Records as specified by the Central Government under Section 148(1) of the Act.

Internal Auditors

Pursuant to the provisions of Section 138 of the of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s Wadhwani Sherke & Co., Chartered Accountant having Membership Number: 191285 to conduct the Internal Audit of the Company as per Rule 13 of the Companies (Accounts) Rules, 2014 for the financial year 2025-26.

During the year under review the Internal Audit Report do not contain any adverse remarks or qualification on the functions and activities of the Company.

28.Corporate Social Responsibility ("CSR")

In compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the CSR Policy of the Company is available on the website of the Company and can be accessed through the web link at https://suryaamba.conn/policies.

The Annual report on CSR activities, which contains details of expenditures incurred by the Company and brief details on the CSR activities, is provided in, Annexure - D to this Report.

29. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule8 of the Companies (Accounts) Rules, 2014, is provided as Annexure - E to this Report.

30. Human Resources

Suryaamba considers human resources to be its most valuable asset and continues to put due emphasis on appropriate human resource development for its business. Your Company constantly endeavour to invest in people and processes to improve human capital for the organization and service delivery to its customers. The employees of your Company fully identify with the Companys vision and business goals. Your Company strives to provide a healthy, conducive and competitive work environment to enable the employees excel and create new benchmarks of productivity, efficiency and customer delight.

Suryaamba always believes in maintaining mutually beneficial industrial relations and hence the industrial relations have always been smooth, cordial and trusting.

The priority for the Human Resource function continued to provide a work environment which is safe, diverse, inclusive and full of growth opportunities in line with our Employee Value Proposition of Better Every day, Take Charge, Thrive Together. Going forward, focus will be on further enhancing our employer brand, providing growth & development opportunities to our employees through talent management along with focus on high performance and effectiveness.

Your Board would like to take this opportunity to express their gratitude and appreciation for the passion, dedication and commitment of the employees and look forward to the continued contribution.

31. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Board strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavour of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has arranged various interactive awareness workshops in this regard for the employees at the manufacturing sites, R & D set ups & corporate office during the year under review.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

For the financial year 2024-25, no complaints were filed, reaffirming our commitment to fostering a culture of dignity, trust, and accountability at every level.

32.Prohibition of Insider Trading

The Company has established a Code of Conduct for Prohibition of Insider Training ("Code") to govern, monitor, and report trading in the Companys shares by designated persons and their immediate relatives, in accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

The Code outlines the procedures that designated persons must follow when trading or dealing in the Companys shares and sharing Unpublished Price Sensitive Information ("UPSI").

The Suryaamba Compliance Team sends bi-weekly communications to inform the designated person about the compliance dos and donts related to Insider Trading Regulations, ensuring understanding and adherence to the Code. The Code can be accessed at the Companys website at https://suryaamba.com/policies.

33. Cyber Security

Due to the rise in cyberattacks, we regularly review our cyber security practices and improve our processes and technology controls based on new threats. Our company has real-time security monitoring in place, along with necessary controls at different levels, from individual user devices to networks, servers, applications, and data.

34. Regulatory Orders

Currently, there are no substantial or impactful orders issued by regulatory bodies, courts, or tribunals that could affect the Companys capacity to continue as a going concern. According to the Listing Regulations, the Company is committed to transparently disclosing any significant events, important information, or regulatory directives it receives, ensuring that stakeholders are kept informed on a regular basis.

35. Annual Return

The draft Annual Return as required under sub-section (3)of Section 92 of the Act in form MGT-7 is made available on the website of the Company and can be accessed at https://suryaamba.com/annual-return.

36.Secretarial Standards

The Company has complied with the applicable Secretarial Standards as amended from time to time.

37.Other Disclosures

1. During the year under review, the Statutory Auditor, Cost Auditor and Secretarial Auditor have not reported any instances of fraud committed in the Company by its Officers or Employees to the Audit Committee and/or Board under section 143(12) of the Act.

2. There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code,2016, and there is no instance of one-time settlement with any Bank or Financial Institution.

3. Under Regulation 20(2)/(2A) of SEBI (LODR) Regulations, 2015 BSE has imposed a fine on the Company for non-compliance of above mentioned Regulation pertaining to the constitution of stakeholder relationship committee. However, 0n receipt of mail from BSE dated November 21, 2024, with respect to the above mentioned subject, in this regard, The Company explained all the facts along with clarification letter and made a waiver request dated December 4, 2024 to the Stock Exchanges for the same which was subsequently waived off.

4. The Company has not issued any equity shares with differential rights regarding dividends, voting, or other rights.

5. The Company neither has any subsidiary, joint venture nor any associate company.

38. Directors Responsibility Statement

Pursuant to the requirements under Section 134(5) read with Section 134(3)(c) of the Act, with respect to Directors Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2025 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

39. Acknowledgements

Your Board wish to thank all stakeholders, employees and business partners, Companys bankers, medical professionals and business associates for their continued support and valuable cooperation.

Your Board also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

	For and on behalf of the Board of Directors
	Virender Kumar Agarwal	Seema Agarwal
	Managing Director	Joint Managing Director
	DIN : 00013314	DIN : 01430206
Place: Nagpur		Date : May 30, 2025